Amendments Class For May 2015 exam ADVANCED AUDITING AND PROFESSIONAL ETHICS C.A. FINAL

SHREE Ganeshaya Namah Amendments Class For May 2015 exam ADVANCED AUDITING AND PROFESSIONAL ETHICS C.A. FINAL CA SURENDRA AGRAWAL PH-9313336776 Email-ca.surendra@gmail.com Visit At-www.casurendra.wordpress.com Dedicated to My family & Friends Thanks to Vikrant Malik Tarun Bansal Quality Education beyond your imagination...! Price: 100/-

Contents at a Glance Chapter Contents Page No. 1 Professional Ethics 1.1-1.1 2 Audit of public sector undrtaking 2.1-2.1 3 Audit Report 3.1-3.12 4 corporate governance and clause 49 4.1-4.18 5 Tax Audit 5.1-5.25 6 Special Audit Techniques -Risk-based Audit 6.1-6.1 7 Accounts of companies 7.1-7.14 8 Company audit and company auditor 8.1-8.27 9 Dividend 9.1-9.9 10 Appendix 10.1 -

Chapter-1 1.1 Professional Ethics First SCHEDULE PART I Clause 8 Professional reasons for not accepting audit a. Non-compliance of provisions of Section 224 & 225 of Companies Act. [now Section 139, 140 and 142 read with Section 141 of the Companies Act, 2013]; Clause 9 A CA in practice shall be deemed to be guilty of professional misconduct, if Accepts an appointment as auditor of a company without first ascertaining from it whether the requirements of section 225 of the Companies Act, 1956 (now Section 139, 140 and 142 read with Section 141 of the Companies Act, 2013).in respect of such appointment have been duly complied with. (Nov 1999, Nov 2003)

Audit of Public Sector Undertaking Chapter-2 2.1 Appointment of Auditors (C&AG).( U/s 139(5) or 139(7) of company act 2013) Supplementary Audit143(6) Within 60 days, the C&AG is authorized, addition to the regular professional audit. Authorized(C&AG ) Comment (C&AG) Directives(performance of their function) form and content Concentrate more on efficiency aspects Same powers as auditors,not comment(directors) OBJECTIVES OF AUDIT OF Interest Public PSU Public fund Lavishly (used by management) Auditor check (Public Welfare, propriety norms, substance of transaction ) PROPRIETY AUDIT verification of transactions on the test of public interest, commonly accepted customs & standards of conduct verification of transactions(public interest) Substance of transaction(not to transactions intended to exploit, misuse or frustrate) more than( expenses as own money) Authority benefit of a particular person/group Apart from agreed remuneration PROPRIETY ELMENT u/s. 143(1) PROPRIETY ELEMENT UNDER COST AUDIT REPORT PROPRIETY AUDIT- PROBLEMS COMMITTEES ON PUBIC UNDERTAKINGS Investment(sold at a price lower than its cost) personal expenses(charged to revenue) loans and secured advances(not prejudicial ) Transactions(book entries ) S-share Principle,Factors,Company s funds moral term. verifiable propositions is very difficult subjectivity. judgment of auditor shouldn t be subjective set up under the rule of LOK SABHA Examine the Audit reports on PSU. select some enterprises each year doesn t however examine mattes of major Government policy or day-to-day administration gives its findings and recommendations in its report which are presented to Parliament / State Legislatures. (1) Professional,(2) Supplementary Audit u/s 143(6),(3)Comprehensive audit Types of Audits COMPREHENSIVE AUDIT examination in detail of various aspects of PSU to ascertain its efficiency and effectivness.considerations by auditor investment decision internal control systems timely basis(decision) minimum wastages Operation(efficient manner) Repair and maintenance programs(timely basis) effective way(r&d ) under-utilization(capacity) Economy and efficiency(project formulation) Performance Audit: It aims to ascertain that government programmes have achieved the desired objectives at the lowest cost and given the intended benefits. It includes: Efficiency audit: constant comparison is made between the input and output. The object of efficiency audit is to find out the extent to which operations are carried out in an efficient manner. Economy audit: It finds out whether the government has acquired the financial, human and physical resources in the most economic manner. Effectiveness audit: It is aimed at carrying out an appraisal of the performance of programmes, schemes and projects with reference to over all objectives. BY CA SURENDRA AGRAWAL(M.COM,LLB,ACA)PH-9313336776

3.1 Chapter-3 Audit Report Note: Draft Audit Report under SA 700 has not yet been Revised to incorporating section 143 of the companies act 2013 As the format of audit report as on date contains reference to the section 227 of the companies act 1956, these topics have been given hereunder. AUDIT REPORTS UNDER COMPANIES ACT, 1956 Types Of Audit Report (Audit Opinion) There are two types of Opinion: i) Unqualified Opinion SA 700, Forming an Opinion and Reporting on Financial Statements states that the auditor shall express an unmodified opinion when the auditor concludes that the FS are prepared, in all material respects, in accordance with the applicable financial reporting framework. The auditor issues a clear report in case he does not have any reservations in respect of matters contained in the financial statements. In such a case, the audit report may state that the FS give a true and fair view of the state of affairs and profit and loss account during the period. For issuance of unqualified report, the auditor should satisfy himself that - a. Reasonable evidence is obtained in support of the transactions recorded in the books of account; b. Accounting entries passed in the books of account are in conformity with the applicable accounting principles and standards followed consistently; c. The financial statements prepared represent a true summary of transactions that took place during the year; d. The process of classification and aggregation followed in preparation of the financial statements is fair and does not hide a material fact nor does it highlight something which may distort the real state of affairs. The form of accounting statement is in the required form, if any; e. The accounting statements do not contain any misstatement; f. The material transactions recorded in the books are neither illegal nor beyond the legal powers of the client; and g. All statutory and relevant disclosures have been made. Circumstances That May Result In Other Than Unqualified Opinion a. Limitation of Scope - The client or circumstances may impose the limitation of scope on auditor s work. b. Disagreement with Management - The disagreement may be as regards the By CA. Surendra Agrawal, M.Com, LLB, ACA

Audit Report 3.2 applicability of accounting policies or the method of their application including the adequacy of disclosures in the financial statements. c. Uncertainty - A significant uncertainty, the result of which will be dependent upon resolution of future events may cause the auditor to qualify his report. For example, alitigation involving legal claims against the company. ii) Modified Opinion Form of Opinion - SA 700, Forming an Opinion and Reporting on Financial Statements states that if the auditor: a. Concludes that, based on the audit evidence obtained, the FS as a whole are not free from material misstatement; or b. is unable to obtain sufficient appropriate audit evidence to conclude that the FS as a whole are free from material misstatement; the auditor shall modify the opinion in the auditor s report in accordance with SA 705. Refer SA 705 - Modifications to the Opinion in the Independent Auditor s Report in Chapter Standards on Auditing for types of Modified Opinion. 1 Duties of Auditors 1. Inquiry into specified areas [Sec.143(1)]: The Company Auditor shall inquire into the following aspects (a) Whether Loans and Advances made by the Company on the basis of security have been properly secured and whether the terms on which they have been made are prejudicial to the interests of the Company or its Members, (b) Whether transactions of the Company, which are represented merely by Book Entries, are prejudicial to the interests of the Company, (c) (d) Where the Company is not an Investment Company or Banking Company, whether Assets of the Company consisting of Shares, Debentures, and other Securities have been sold at a price less than that at which they were purchased by the Company. Whether Loans and Advances made by the Company have been shown as Deposits, (e) Whether Personal Expenses have been charged to Revenue Account, (f) Where any Shares have been allotted for cash, whether cash has actually been received, and if no cash has been received, whether the position as stated in the account books and the Balance Sheet is correct, regular and not misleading. By CA. Surendra Agrawal, M.Com, LLB, ACA

Audit Report 3.3 2. Reporting as to True and Fair [Sec.143(2)]: Items reported on Reporting Considerations Essence of Report (a) on the accounts examined by him, and (b) on every Financial Statements which are required by or under this Act to be laid before the Company in General Meeting. The Report shall be made after taking into account, the following (a) the provisions of the Act, (b) the accounting and auditing Standards, (c) matters which are required to be included in the Audit Report under the provisions of the Act / Rules / Order u/s 143(11) (d) best of his information and knowledge. In addition to other reporting matters, the Audit Report shall state whether the said Accounts, Financial Statements, give a true and fair view of (a) the state of the Company s affairs as at the end of the financial year, (b) Profit or Loss, (c) Cash Flow for the year. 3. Reporting Requirements [Sec.143(3)]: The Auditor s Report shall also state (a) Whether he has sought and obtained all information and explanations to the best of his knowledge and belief that are necessary for the purpose of his audit. If the required information is not obtained, details and effect in Financial Statements should be mentioned. (b) Whether, in his opinion, proper books of account as required by law have been kept by the Company so far as appears from his examination of those books and proper returns adequate for the purposes of his audit have been received from Branches not visited by him, By CA. Surendra Agrawal, M.Com, LLB, ACA

Audit Report 3.4 (c) Whether the report on the accounts of any Branch Office audited by a person other than the Company Auditor has been forwarded to him and how he has dealt with the same in preparing the Auditor s Report, (d) Whether the Company s Balance Sheet and Profit and Loss account dealt with in the report are in agreement with the books of account and returns, (e) Whether, in his opinion, the Financial Statements comply with the Accounting Standards, the observations or comments of the Auditors on financial transactions or matters which have any adverse effect on the functioning of the company, (f) Whether any Director is disqualified from being appointed as a Director u/s 164(2), (g) (h) any Qualification, Reservation or Adverse Remark relating to the maintenance of accounts and other matters connected therewith, Whether the Company has adequate Internal Financial Controls system in place and the operating effectiveness of such controls, (i) Other matters as may be prescribed (i) whether the Company has disclosed the impact, if any, of pending litigations on its financial position in its Financial Statement, (ii) whether the Company has made provision, as required under any law or Accounting Standards, for material foreseeable losses, if any, on long term contracts including Derivative Contracts, (iii) whether there has been any delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. 4. Reasons for Negative / Qualification [Sec.143(4)]: (a) In case of Negative Remark or Qualification in any of the reporting matters u/s 143, the Audit Report shall state the reasons therefor. (b) Qualifications, Observations or Comments on the Financial Transactions or matters, which have any adverse effect on the functioning of the Company mentioned in the Auditor s Report, shall be read before the Company in its General Meeting. open for inspection by any Member of the Company. [Sec.145] By CA. Surendra Agrawal, M.Com, LLB, ACA

Audit Report 3.5 CARO is not applicable for May 2015 exam just given only reference COMPANIES (AUDITOR S REPORT) ORDER, 2003 APPLICABILITY: The order provides that it shall not apply to: I. a banking company; II. an insurance company III. a company licensed to operate under section 25 of companies act,1956; A private limited company with a paid-up capital and reserve not more than rupees fifty lakhs and which does not have outstanding loan exceeding rupees twenty five lakha from any bank or financial institution and does not have a turnover exceeding rupees five crores at any point of time during the financial year. (1) Paid up share capital would include both equity as well as preference share capital (2) Both capital as well as revenue reserves should be taken into consideration while computing the limit of rupees 50 lakhs prescribed for paid-up capital and reserves. (3) Revaluation reserve, if any should also taken into consideration while determining the figure or reserve for the limited purpose of determining the applicability of the order. (4) The debit balance of the profit and loss account, if any should reduced from revenue reserves. (5) Loans from banks or financial institution are normally in the form of term loans, demand loans, working capital limit, cash credits, overdraft facilities, bill purchased or discounted. (6) Outstanding balances of such loans should be considered as loan outstanding for the purpose of computing the limit of rupees twenty five lakhs. (7) Clarified that since the words used by the order are any bank or financial institution, the limit of exceedin 25 lakh rupees applies in aggregate to all loans. (8) It defines the term turnover as the the aggregate amount for which ale are affected by company. (9) It may be noted that the sale effected would include sale of goods as well as service rendered by the company. Following should be considered: (i) Sales tax collected or excise duties collected should not be Taken account if they are credited separately to sales tax account or excise duty account; (ii) Trade discount should be deducted from the figure of turnover; (iii)commission allowed to third party should be from the figure of turnover; and (iv)sales return should be deducted from the figure of turnover even if the returns are from the sales made in the earlier year. By CA. Surendra Agrawal, M.Com, LLB, ACA

Audit Report 3.6 PREVIOUS YEARS QUESTIONS Question -1 A Pvt. Ltd. is incorporated on 1st July, 2008. During the year ended 31st March, 2009, it had issued shares (fully paid up) of Rs. 40 lakhs, had borrowed Rs. 15 lakhs each from 2 financial institutions and its turnover (Net of excise Rs. 50 lakhs which is credited to a separate account) is Rs.475 lakhs. Will Companies Auditors Report Order, 2003 (CARO) be applicable to A Pvt. Ltd.? [MAY 05 (4 MARKS)] Answer: CARO is applicable as outstanding loan amount in aggregate exceeds Rs. 25 lacs. Question -2 As. an auditor, how would you deal with the following: L Private Ltd., which has outstanding loan of Rs. 50 lakhs from Financial Institution defaulted in repayment thereof to the extent of 50%. The company holds that it being a private limited company, the Companies Auditors Report Order (CARO) is not applicable. [MAY 07 (5 MARKS)] Answer: CARO is applicable over the L Private Limited as outstanding loan from financial institution exceeds Rs. 25 Lacs. Question -3 T Pvt. Ltd.'s paid up Capital & Reserves are less than Rs. 50 lakhs and it has no outstanding loan exceeding Rs. 25 lakhs from any bank or financial institution. Its sales are Rs. 6 crorcs before deducting Trade discount Rs. 10 lakhs and Sales returns Rs. 95 lakhs. The services rendered by the company amounted to Rs. 10 lakhs. The company contends that reporting under Companies Auditor's Reports Order (CARO) is not applicable. Discuss. [NOV. 07 (4 MARKS)] Answer: Turnover of the company including value of service rendered after deducting trade discount and sales returns amounts to Rs. 5.05 crores (i.e. 6-0.10-0.95 + 0.10 crore). Hence the contention of the company that CARO is not applicable is not correct. Question -4 A Private limited company reports the following position as on 31 st March, 2010: Paid up capital 30 Lacs Revaluation reserves 10 Lacs Capital reserves 11 Lacs P & L A/c (Dr. Balance) 2 Lacs. The management of the company contends that CARO 2003 is not applicable to it. [MAY 10 - NEW (5 MARKS)] Answer: CARO is applicable as paid up capital and reserves exceeds Rs. 50 Lacs (30 Lacs + 10 Lacs + 11 Lacs). Debit balance of P & L Account has not been deducted as there are no revenue reserves. Question -5 By CA. Surendra Agrawal, M.Com, LLB, ACA

Audit Report 3.7 Under CARO 2003, how as a statutory auditor would you comment on the following: X Pvt. Ltd. Is a subsidiary of a listed entity incorporated outside India. The management of the company believes that since X Pvt. Ltd. Is a private company and satisfies all conditions under CARO 2003, reporting under CARO is not applicable. Matters to be Considered 1. Fixed Assets Proper records(situation wise and quantity wise) Physical verification & discrepancies If disposed off whether affecting going concern 2. Inventories Physical verification Procedure reasonable (inadequacy to be pointed out) Proper records & discrepancy. 3. Loan to parties covered under register U/s 301 Given Taken 1. If yes, no of parties and amount 1. If taken no. of parties and amount 2. Interested terms/conditions prejudicial 2. Interested term/conditions prejudicial 3. Receipt regular 3. Payment regular. 4. If overdue amount > 1 lakh reasonable steps. 4. Internal Control Purchase of inventory and Fixed assets Sale of goods and services Is failure to correct weaknesses? 5. Transaction with parties covered under register U/s 301 Particulars of contract/arrangements entered in register By CA. Surendra Agrawal, M.Com, LLB, ACA

Audit Report 3.8 Transaction at reasonable prices (for transaction > 5 lakh for each party for each F.Y.) 6. Companies accepting public deposit RBI/Companies Act/ any other act complied. Order by CLB/RBI/Court/NCLT complied. 7. Internal Audit Listed Company &/or Other company (i) Paid up capital reserve > 50 lakh at starting of year. Or (ii) Average annual turnover > 5 crore Rs. for 3 F.Y. immediately preceding this year. 8. Cost record Whether maintained if prescribed. 9. Statutory Dues Regular in depositing undisputed statutory dues if not extent of arrears as at balance date exceeding 6 months to be reported. If dispute amount and forum. 10. Company registered > 5 years Accumulated losses at end > 50% of net worth and Cash loss in this / immediately preceding F.Y. 11. Defaulted Payment of dues to Financial Institutions or Debenture holders Yes paid and amount. 12. Loan/Advance (secured) Proper records/documents (deficiency) 13. Special Statutes to chit fund Net owned fund/deposit liability > 1/20 as at B/s. Companies complied with prudential norms Adequate procedure for cr. appraisal Repayment schedule based on repayment capacity. 14. Company trading / dealing in Sh/Securities etc. Proper records of transfer and contracts Timely entries Investment in own name (except U/s 49) 15. Guarantee to Bank/ F.I Terms & condition prejudicial 16. Term loans Applied for purpose for which obtained. 17. Short term funds Used for long term (amount & nature) 18. Preferential allotment to parties covered under register maintained U/s 301 By CA. Surendra Agrawal, M.Com, LLB, ACA

Audit Report 3.9 Whether made Price (whether prejudicial) 19. Security/charge Created for debentures issued. 20. Whether management disclosed end use of money raised by public issue and same verified. 21. Fraud on / by company reported if yes nature and amount Auditor should consider following while rendering modified report The auditor should identify the statements of facts and opinions, which require qualification. Where the auditor is in active disagreement with something, which the management had done he would either give an adverse report or disclaim his opinion. Where the disagreement with the management is only in respect of a particular item, he may qualify his report. Where the item is material enough to distort the true and fair view of state of affairs of the company, he may give an adverse opinion in respect of such item. Where the item concerned is not material, he may even ignore the aspect and issue a clean report. AUDITOR S SEPARATE REPORT TO DIRECTORS 1. The management of the company may require from the auditor a separate report in addition to his report under section 227 of the Act. 2. The objective of such reports is to provide the management with detailed information regarding procedures, systems, weaknesses in internal controls etc. 3. Such reports should be detailed enough to highlight the weakness and suggestions to improve. 4. However, the auditor should take care that matters, which are material enough to be reported to the shareholders are not contained in his report to the directors. 5. Thus, auditor s separate report to director can not be substituted for an otherwise modified report. AUDIT CERTIFICATES AND AUDIT REPORT 1. A certificate is a written confirmation of the accuracy of the facts stated therein and does not involve any estimate or opinion. 2. The auditors certificate represents that he has verified certain figures and is satisfied about their accuracy. By CA. Surendra Agrawal, M.Com, LLB, ACA

Audit Report 3.10 3. However, a report, is a formal statement made after an enquiry or examination of the specified.matters under the report and the auditors opinion thereon. 4. Thus the opinion may differ from one auditor to another as it involves personal judgment. Criminal liability for misstatements in prospectus [Section 34]Company Act 2013) 1. In the following cases, every person who authorises the issue of prospectus shall be liable under section 447 i.e. Punishment for fraud: a. Where a prospectus is issued, circulated or distributed under this Chapter and it includes any statement which is untrue or misleading in form or context in which it is included; or b. Where any inclusion or omission of any matter is likely to mislead any person. 2. A person shall not be liable if: a. he proves that such statement or omission was immaterial or b. he had reasonable grounds to believe that the statement was true or the inclusion or omission was necessary, and till the time of issue of the prospectus, continued to believe that the statement was true or the inclusion or omission was necessary. In the new law of 2013 Act, penalties are made much rigid than that of old law. Here the person who authorizes the issue of such prospectus shall be punishable for fraud under section 447. Also, class action suits may be taken against the guilty person as per section 37 of the 2013 Act. Civil liability for misstatements in prospectus [Section 35] 1. Where a person has subscribed for securities of a company acting on any statement included, or the inclusion or omission of any matter, in the prospectus which is misleading and has sustained any loss or damage as a consequence thereof, the company and every person who ( a) is a director of the company at the time of the issue of the prospectus; ( b) has authorised himself to be named and is named in the prospectus as a director of the company, or has agreed to become such director, either immediately or after an interval of time; (c) is a promoter of the company; and ( d) has authorised the issue of the prospectus. shall, without prejudice to any punishment to which any person may be liable under section 36, be liable to pay compensation to every person who has sustained such loss or damage. 2. No person shall be liable, if he proves ( a) that, having consented to become a director of the company, he withdrew his consent before the issue of the prospectus, and that it was issued without his authority or consent; or By CA. Surendra Agrawal, M.Com, LLB, ACA

Audit Report 3.11 ( b) that the prospectus was issued without his knowledge or consent, and that on becoming aware of its issue, he forthwith gave a reasonable public notice that it was issued without his knowledge or consent. 3. Notwithstanding anything contained in this section, where it is proved that a prospectus has been issued with intent to defraud the applicants for the securities of a company or any other person or for any fraudulent purpose, every person referred in point 1 above shall be personally responsible, without any limitation of liability, for all or any of the losses or damages that may have been incurred by any person who subscribed to the securities on the basis of such prospectus. 4. As per section 2(69), "promoter" means a person (a) who has been named as such in a prospectus or is identified by the company in the annual return; or (b) who has control over the affairs of the company, directly or indirectly whether as a shareholder, director or otherwise; or (c) in accordance with whose advice, directions or instructions the Board of Directors of the company is accustomed to act. It does not apply to a person who is acting merely in a professional capacity. The definition of promoter has been specifically defined in the 2013 Act. This exhaustive definition is providing that who shall be considered as promoter and omits the persons from being called as promoters where he merely acts in professional capacity. By CA. Surendra Agrawal, M.Com, LLB, ACA

By CA. Surendra Agrawal, M.Com, LLB, ACA Audit Report 3.12

4.1 Chapter-4 Clause 49 of listing agreement (Corporate Governance) Corporate Governance is the system by which companies are directed and governed by the management The best interests of the stakeholders and others Ensuring better management, greater transparency and timely financial reporting. The Board of Directors are responsible for governance of their companies. PREVIOUS YEARS QUESTIONS Q: Write short note on: Corporate Governance. [NOV. 04, NOV. 10 - OLD (4 MARKS) Applicability of Clause Corporate Governance: Exemptions: The Clause 49 of the Listing Agreement shall be applicable to all companies whose equity shares are listed on a recognized stock exchange. (1)Companies having paid up equity share capital not exceeding 10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year; (2)Companies whose equity share capital is listed exclusively on the SME and SME-ITP Platforms II. Board of Directors A. Composition of Board 1. The Board of Directors of the company shall have an optimum combination of executive and non-executive directors with at least one woman director and not less than fifty percent of the Board of Directors comprising non-executive directors. 2. The Provisions regarding appointment of woman director shall be applicable wef April 01,2015) 3. Where the Chairman of the Board is a non-executive director, at least onethird of the Board should comprise independent directors and in case the company does not have a regular nonexecutive Chairman, at least half of the Board should comprise independent directors. Provided that where the regular non-executive Chairman is a promoter of the company or is related to any promoter or person occupying management positions at the Board level or at one level below the Board, at least one-half of the Board of the company shall consist of independent directors. Explanation: For the purpose of the expression "related to any promoter" referred to in sub clause (2): (i) If the promoter is a listed entity, its directors other than the independent directors, its employees or its nominees shall be deemed to be related to it; (ii) If the promoter is an unlisted entity, its directors, its employees or its nominees shall be deemed to be related to it."

4.2 B. Independent Directors For the purpose of the clause A, the expression 'independent director' shall mean a nonexecutive director, other than a nominee director of the company: a. who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience; b. (i) who is or was not a promoter of the company or its holding, subsidiary or associate company; (ii)who is not related to promoters or directors in the company, its holding, subsidiary or associate company; c. apart from receiving director's remuneration, has or had no material pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year; d. none of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent, or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year; e. who, neither himself nor any of his relatives (i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed; (ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of A. a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or B. any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm; (iii) holds together with his relatives two per cent or more of the total voting power of the company; or (iv) is a Chief Executive or director, by whatever name called, of any non-profit organisation that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; (v) is a material supplier, service provider or customer or a lessor or lessee of the company; f. who is less than 21 years of age. 1. Explanation For the purposes of the sub-clause (1): a. "Associate" shall mean a company which is an "associate" as defined in Accounting Standard (AS) 23, "Accounting for Investments in Associates in Consolidated Financial Statements", issued by the Institute of Chartered Accountants of India. b. "Key Managerial Personnel" shall mean "Key Managerial Personnel" as defined in section 2(51) of the Companies Act, 2013. c. "Relative" shall mean "relative" as defined in section 2(77) of the Companies Act, 2013 and rules prescribed there under. 2. Limit on number of directorships a. A person shall not serve as an independent director in more than seven listed companies. b. Further, any person who is serving as a whole time director in any listed company shall serve as an independent director in not more than three listed companies.' 3. Maximum tenure of Independent Directors The maximum tenure of Independent Directors shall be in accordance with the Companies Act, 2013 and clarifications/ circulars issued by the Ministry of Corporate Affairs, in this regard, from

4.3 C. Nonexecutive Directors' compensation and disclosures D. Other time to time. 4. Formal letter of appointment to Independent Directors a. The company shall issue a formal letter of appointment to independent directors in the manner as provided in the Companies Act, 2013. a., b. The terms and conditions of appointment shall be disclosed on the website of the company. 5.Performance evaluation of Independent Directors a. The Nomination Committee shall lay down the evaluation criteria for b. performance evaluation of independent directors. c. The company shall disclose the criteria for performance evaluation, as laid down by the Nomination Committee, in its Annual Report. d. The performance evaluation of independent directors shall be done by the entire Board of Directors (excluding the director being evaluated). e. On the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment of the independent director. 6.Separate meetings of the Independent Directors a. The independent directors of the company shall hold at least one meeting in a year, without the attendance of non-independent directors and members of management. All the independent directors of the company shall strive to be present at such meeting. b. The independent directors in the meeting shall: (i) review the performance of non-independent directors and the Board as a whole; (ii) review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors; (iii) Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. 7.Familiarisation programme for Independent Directors a. The company shall familiarise the independent directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc., through various programmes. b. The details of such familiarisation programmes shall be disclosed on the company's website and a web link thereto shall also be given in the Annual Report." All fees / compensation, if any paid to non-executive directors, including independent directors, shall be fixed by the Board of Directors and shall require previous approval of shareholders in general meeting. The shareholders' resolution shall specify the limits for the maximum number of stock options that can be granted to non-executive directors, in any financial year and in aggregate. Provided that the requirement of obtaining prior approval of shareholders in general meeting shall not apply to payment of sitting fees to non-executive directors, if made within the limits, prescribed under the Companies Act, 2013 for payment of sitting fees without approval of the Central Government. Provided further that independent directors shall not be entitled to any stock option. 1. The Board shall meet at least four times a year, with a maximum time gap of

4.4 provisions as to Board and Committees Code of Conduct F. Whistle Blower Policy one hundred and twenty days between any two meetings. 2. A director shall not be a member in more than ten committees or act as Chairman of more than five committees across all companies in which he is a director. Furthermore, every director shall inform the company about the committee positions he occupies in other companies and notify changes as and when they take place. Explanation: I. For the purpose of considering the limit of the committees on which a director can serve, all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under Section 8 of the Companies Act, 2013 shall be excluded. II. For the purpose of reckoning the limit under this sub-clause, Chairmanship / membership of the Audit Committee and the Stakeholders' Relationship Committee alone shall be considered. 3. The Board shall periodically review compliance reports of all laws applicable to the company, prepared by the company as well as steps taken by the company to rectify instances of non compliances. 4. An independent director who resigns or is removed from the Board of the Company shall be replaced by a new independent director at the earliest but not later than the immediate next Board meeting or three months from the date of such vacancy, whichever is later. 5. Provided that where the company fulfils the requirement of independent directors in its Board even without filling the vacancy created by such resignation or removal, as the case may be, the requirement of replacement by a new independent director shall not apply. 6. The Board of the company shall satisfy itself that plans are in place for orderly succession for appointments to the Board and to senior management.' (i) The Board shall lay down a code of conduct for all Board members and senior management of the company. The code of conduct shall be posted on the website of the company. (ii) All Board members and senior management personnel shall affirm compliance with the code on an annual basis. The Annual Report of the company shall contain a declaration to this effect signed by the CEO. (iii) The Code of Conduct shall suitably incorporate the duties of Independent Directors as laid down in the Companies Act, 2013. (iv) An independent director shall be held liable, only in respect of such acts of omission or commission by a company which had occurred with his knowledge, attributable through Board processes, and with his consent or connivance or where he had not acted diligently with respect of the provisions contained in the Listing Agreement. Explanation: For this purpose, the term "senior management" shall mean personnel of the company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management one level below the executive directors, including all functional heads. (i) The company shall establish a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy.

4.5 (ii) This mechanism should also provide for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. (iii) The details of establishment of such mechanism shall be disclosed by the company on its website and in the Board's report. III. Audit Committee A. Qualified and Independent Audit Committee B. Meeting of Audit Committee C. Powers of Audit Committee D. Role of Audit Committee (1) The audit committee shall have minimum three directors as members. Two-thirds of the members of audit committee shall be independent directors. (2) All members of audit committee shall be financially literate and at least one member shall have accounting or related financial management expertise. Explanation (i) The term '"financially literate" means the ability to read and understand basic financial statements i.e. balance sheet, profit and loss account, and.statement of cash flows. Explanation (ii) A member will be considered to have accounting or related financial management expertise if he or she possesses experience in finance or accounting, or requisite professional certification in accounting, or any other comparable experience or background which results in the individual's financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. (3) The Chairman of the Audit Committee shall be an independent director; (4) The Chairman of the Audit Committee shall be present at Annual General Meeting to answer shareholder queries; (5) The Audit Committee may invite such of the executives, as it considers appropriate (and particularly the head of the finance function) to be present at the meetings of the committee, but on occasions it may also meet without the presence of any executives of the company. The finance director, head of internal audit and a representative of the statutory auditor may be present as invitees for the meetings of the audit committee; (6) The Company Secretary shall act as the secretary to the committee. The Audit Committee should meet at least four times in a year and not more than four months shall elapse between two meetings. The quorum shall be either two members or one third of the members of the audit committee whichever is greater, but there should be a minimum of two independent members present. The Audit Committee shall have powers, which should include the following: 1. To investigate any activity within its terms of reference. 2. To seek information from any employee. 3. To obtain outside legal or other professional advice. 4. To secure attendance of outsiders with relevant expert The role of the Audit Committee shall include the following: 1. Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient

and credible; 2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company; 3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors; 4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to: a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section ; 134 of the Companies Act, 2013 b. Changes, if any, in accounting policies and practices and reasons for the same c. Major accounting entries involving estimates based on the exercise of judgment by management d. Significant adjustments made in the financial statements arising out of audit. findings e. Compliance with listing and other legal requirements relating to financial statements f. Disclosure of any related party transactions g. Qualifications in the draft audit report 5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval; 6. Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights-issue, and making appropriate recommendations to the Board to take up steps in this matter; 7. Review and monitor the auditor's independence and performance, and effectiveness of audit process; 8. Approval or any subsequent modification of transactions of the company with related parties; 9. Scrutiny of inter-corporate loans and investments; 10. Valuation of undertakings or assets of the company, wherever it is necessary; 11. Evaluation of interna! financial controls and risk management systems; 12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; 13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; 14. Discussion with internal auditors of any significant findings and follow up there on; 15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; 4.6

4.7 E. Review of information by Audit Committee 16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; 17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; 18. To review the functioning of the Whistle Blower mechanism; 19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; 20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. Explanation (i): The term "related party transactions" shall have the same meaning as provided in Clause 49(VlI) of the Listing Agreement. The Audit Committee shall mandatorily review the following information: 1. Management discussion and analysis of financial condition and results of operations; 2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management; 3. Management letters / letters of internal control weaknesses issued by the statutory auditors; 4. Internal audit reports relating to internal control weaknesses; and 5. The appointment, removal and terms of remuneration of the Chief internal auditor. PREVIOUS YEARS QUESTIONS Q. Write short note on: Audit Committee. [NOV. 02 (4 MARKS)] Q. Explain the constitution and functions of audit Committee u/s 292A of the Companies Act.(Now Section 177 of the Companies Act, 2013) Q. State the main features of the Qualified and Independent Audit Committee set up under clause 49 of the listing agreement. [NOV. 08 - NEW (8 MARKS)] IV. Nomination and Remuneration Committee A. The Company through its Board of Directors shall constitute the nomination and remuneration committee which shall comprise at least three directors, all of whom shall be non-executive directors and at least half shall be independent. Chairman of the committee shall be an independent director. Provided that the chairperson of the company (whether executive or non-executive) may be appointed as a member of the Nomination and Remuneration Committee but shall not chair such Committee." B. The role of the committee shall, inter-alia, include the following: a. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees; b. Formulation of criteria for evaluation of Independent Directors and the Board; c. Devising a policy on Board diversity;

4.8 d. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. The company shall disclose the remuneration policy and the evaluation criteria in its Annual Report. C. The Chairman of the nomination and remuneration committee could be present at the Annual General Meeting, to answer the shareholders' queries. However, it would be up to the Chairman to decide who should answer the queries. V. Subsidiary Companies 1. At least one independent director on the Board of Directors of the holding company shall be a director on the Board of Directors of a material non-listed Indian subsidiary company. 2. The Audit Committee of the listed holding company shall also review the financial statements, in particular, the investments made by the unlisted subsidiary company. 3. The minutes of the Board meetings of the unlisted subsidiary company shall be placed at the Board meeting of the listed holding company. 4. The management should periodically bring to the attention of the Board of Directors of the listed holding company, a statement of all significant transactions and arrangements entered into by the unlisted subsidiary company. 5. The company shall formulate a policy tor determining 'material' subsidiaries and such policy shall be disclosed on the company's website and a web link thereto shall be provided in the Annual Report. For the purpose of this clause, a subsidiary shall be considered as material if the investment of the company in the subsidiary exceeds twenty per cent of its consolidated net worth as per the audited balance sheet of the previous financial year or if the subsidiary has generated twenty per cent of the consolidated income of the company during the previous financial year. 6. No company shall dispose of shares in its material subsidiary which would reduce its shareholding (either on its own or together with other subsidiaries) to less than 50% or cease the exercise of control over the subsidiary without passing a special resolution in its General Meeting except in cases where such divestment is made under a scheme of arrangement duly approved by a Court/ Tribunal. 7. Selling, disposing and leasing of assets amounting to more than twenty percent of the assets of the material subsidiary on an aggregate, basis during a financial year shall require prior approval of shareholders by way of special resolution, unless the sale/disposal/lease is made under a scheme of arrangement duly approved by a Court/Tribunal. Explanation (i): For the purpose of sub-clause (V)(A), the term ''material non-listed Indian subsidiary" shall mean an unlisted subsidiary, incorporated in India, whose income or net worth (i.e. paid up capital and free: reserves) exceeds 20% of the consolidated income or net worth respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year. Explanation (ii): For the purpose of sub-clause (V)(C), the term "significant transaction or arrangement" shall mean any individual transaction or arrangement that exceeds or is likely to exceed 10% of the total revenues or total expenses or total assets or total

4.9 liabilities, as the case may be, of the material unlisted subsidiary for the immediately preceding accounting year. Explanation (iii): Tor the purpose of sub-clause (V), where a listed holding company has a listed subsidiary which is itself a holding company, the above provisions shall apply to the listed subsidiary insofar as its subsidiaries are concerned. VI. Risk Management VII. Related Party Transactions A. The company shall lay down procedures to inform Board members about the risk assessment and minimization procedures. B. The Board shall be responsible for framing, implementing and monitoring the risk management plan for the company. C. The company through its Board of Directors shall constitute a Risk Management Committee. Thy Board shall define the roles and responsibilities.of the Risk Management Committee and may delegate monitoring and reviewing of the risk management plan to the committee and such other functions as it may deem fit. D. The majority of Committee shall consist of members of the Board of Directors. E. Senior executives of the company may be members of the said Committee but the Chairman of the Committee shall be a member of the Board of Directors. A. A related party transaction is a transfer of resources, services or obligations between a company and a related party, regardless of whether a price is charged. Explanation; A "transaction" with a related party shall be construed to include single transaction or a group of transactions in a contract. B. For the purposes of Clause 49(VII) an entity stall be considered as related to the company if: (i) such entity is a related party under Section 2.(76) of the Companies Act, 2013; or (ii) such entity is a related party under the applicable accounting standards. C. The company shall Formulate a policy on materially of Related Party Transactions and also on dealing with Related Party Transactions. Provided that a transition with a related party shall be considered material if the transaction / transaction:; to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the company as per the last audited financial statements of the company. D. All Related Party transactions shall require prior approval of the Audit Committee. However, the Audit Committee may grant omnibus approval for Related Party transactions proposed to be entered into by the company subject to the following conditions: i. The Audit Committee shall lay down the criteria for granting the omnibus approval in line with the policy on Related Party Transactions of the company and such approval shall be applicable in respect of transactions which are repetitive in nature. ii. The Audit Committee shall satisfy itself the need for such omnibus approval and that such approval is in the interest of the company; iii. Such omnibus approval shall specify (i) the name/s of the related party,